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Paul Fornazzari is a partner in Gowlings' Toronto office and the former national leader of Gowlings’ Corporate Finance and M&A Group. He practises corporate and securities law with an emphasis on mergers and acquisitions and corporate finance.
Paul has acted for domestic and foreign clients in various industries, including mining, petroleum, technology and financial services. He speaks Spanish and has been involved in transactions with parties in various South American countries. Paul is currently active in M&A and advisory work in the mining field.
Paul is a member of the TSX Venture Exchange's Ontario advisory panel. Click here to read the bio in Spanish
- Counsel to Breakwater Resources Ltd. in its $626 million acquisition by Nyrstar N.V. Advised on various corporate, securities, mining and international aspects of transaction.
- Represented Samco Gold Limited (Argentinean exploration company) on its $25 million IPO and TSXV Listing, July 2011.
- Represented Latin American Minerals Inc. in connection with its option and joint venture agreement with Olivut Resources Ltd. to acquire a 50% interest in its Itapoty diamond project in Paraguay, June 2011.
- Represented Minsud Resources Corp. (Argentinean exploration company) on its listing through a reverse take-over of a listed shell and related fund raising, May 2011.
- Acted for Breakwater Resources Ltd. in connection with $44 million bought deal public offering, December 2010.
- Represented Lago Dourado Minerals Ltd. (Brazilian exploration company) on its $8.2 million IPO and TSXV Listing, November 2010.
- Represented Latin American Minerals Inc. in connection with its option and joint venture agreement with Votorantim Metais Argentina SA to acquire an initial 51% interest in its Tendal zinc project in Rioja Province, Argentina, August 2010.
- Acted for Lithium Americas Corp. (a lithium and potash brine development company) in its initial public offering by way of long form prospectus for over $45 million with TSX listing. Negotiated off-take/funding arrangements with Mitsubishi Corporation and Magna International, May 2010.
- Counsel to Breakwater Resources Ltd. on its $23 million public offering of units, 2009.
- Canadian counsel to Centerplate, Inc. (Delaware company) on the acquisition by an affiliate of Kohlberg & Company of Centerplate’s income deposit securities listed on AMEX and the TSX, by a combination of plan of merger and tender offer, 2009.
- Lead Canadian advisor to multinational oil company on a contested bid for a Canadian target, 2008.
- Part of the transaction team for ATI Technologies Inc. on the sale to Advanced Micro Devices, Inc. for US$5.4 billion.
- Principal lawyer to Nelson Resources Limited from its inception as a start-up oil company with assets in Kazakhstan, through its active capital raising and M&A activities (international equity and debt financings, overseas acquisitions and London Stock Exchange AIM admission), and sale to Russia’s Lukoil for $2.7 billion. The sale of Nelson to Lukoil, which was featured in The Economist and American Lawyer magazines, ranks as the largest Canadian acquisition by a Russian company to date.
- Has acted on transactions involving China, including advising a public company undertaking acquisitions of Chinese resource assets and on the restructuring of a public company with beer brewing and distribution business in China.
- Was lead counsel for an international mining company’s equity and convertible debt offerings to fund the acquisition of a mine in South Africa.
- Involved in the sale of an independent investment dealer, advising take-over targets on defence strategies (including implementing poison pills), and prospectus and private placement financings for a variety of public companies, including ones with operations in Cuba, Argentina, Colombia, Brazil, Chile and Paraguay.
- Involved in the implementation of an indexed note program guaranteed by a Crown corporation.
Several of Paul’s articles have been published, including ones on tactical and pseudo-poison pills, which appeared in the International Financial Law Review. He has also written articles on Canadian M&A activity and relevant legislative initiatives published in the Mergers and Acquisitions Yearbook of the International Financial Law Review. Paul has co-edited the Private Placements volume of Canadian Forms and Precedents: Banking and Finance published by Butterworths and the Corporate Finance and Financial Disclosure chapters of the Ontario Corporations Law Guide published by CCH Canadian Ltd.
In addition to giving a number of in-house and client seminars on various substantive law topics, Paul participated on a panel of experts discussing reporting standards and best practices for lithium brine projects at the third annual Lithium Supply & Markets Conference, January 2011; has spoken on corporate governance (Rules and Tools Workshop – Corporate Governance Made Simple, TSX Venture Exchange, June 2003, February and September 2004, May and September 2005, October 2006, February 2007 and February 2008); on CEO and CFO certification requirements (Best Practices in CEO/CFO Certification, Insight, March 31, 2004) and public company continuous disclosure obligations (4th Annual Securities Compliance Conference, Federated Press, 2003).
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